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[原创] 某企业外销产品的硬件许可协议

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    [LV.10]以坛为家III

    发表于 2008-7-2 16:53:56 | 显示全部楼层 |阅读模式
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    供参考。

    XXX Hardware License Agreement
    Version 1.0 (July 2, 2008)
    Co., Ltd. (“  XXX”)
    XXXXX(“Customer”)
    XXXXXX(“End-User”)

    PREAMBLE

    Hardware is a thing - a physical artifact, either electrical or mechanical - whose design information is available to, and usable by, the public in a way that allows anyone to make, modify, distribute, and use that thing when the HARDWARE is properly purchased. In this preface, design information is called "documentation" and things created from it are called "products."

    This agreement provides a legal framework for any project in which XXX products are utilized. The Hardware may be used for any kind of project, be it a cabinet or a computer motherboard, and is XXX's contribution to the community; anyone may lawfully use the products for their project.

    This agreement is designed to guarantee the customer’s freedom to share and to create. It forbids anyone who receives rights under this agreement to deny any other licensee those same rights to copy, modify, and distribute documentation, and to make, use and
    distribute products based on that documentation.

    This agreement is not primarily a copyright license. While copyright protects documentation from unauthorized copying, modification, and distribution, it has little to do with the customer’s right to make, distribute, or use a product based on that documentation.  For better or worse, patents play a significant role in those activities.  Although it does not prohibit anyone from patenting inventions embodied in this Hardware design, and of course cannot prevent a third party from enforcing their patent rights, those who benefit from an this design may not bring lawsuits claiming that design infringes their patents or other intellectual property.

    This agreement addresses unique issues involved in the creation of tangible, physical things, but does not cover software, firmware, or code loaded into programmable devices. A copyright-oriented license such as the “SOFTWARE LICENSE AGREEMENT For Customer and End-User of Sunrise Product” better suits these creations.

    How can the customer use this agreement, or a design based upon it?  While the terms and conditions below take precedence over this preamble, here is a summary:

    *  The Customer or End-User may modify the documentation and products based upon it.

    *  The Customer or End-User may use products for any legal purpose without limitation.

    *  The Customer or End-User may distribute unmodified documentation within the range defined in Contract.

    *  The Customer or End-User may distribute modified documentation or products based on it, if the Customer or End-User:
        *  License the modifications under this agreement.
        *  Include those modifications, following the requirements stated below.
    *  Attempt to send the modified documentation by email to any of the
       developers who have provided their email address.


    TERMS AND CONDITIONS

    1.   Introduction
    1.1  This Agreement governs how Customer or End-User may use, copy, modify, and distribute Documentation, and how Customer or End-User may distribute Products based on that Documentation. As used in this Agreement, to "distribute" Documentation means to directly or indirectly make copies available to a third party, and to "distribute" Products means to directly or indirectly give, loan, sell or otherwise transfer them to a third party.

    1.2  "Documentation" includes:
         (a) schematic diagrams;
         (b) circuit or circuit board layouts, including data files used for manufacture;
         (c) mechanical drawings, including CAD, CAM, and other data files
             used for manufacture;
         (d) flow charts and descriptive text; and
         (e) other explanatory material.

    Documentation may be in any tangible or intangible form of expression, including but not limited to computer files in open or proprietary formats and representations on paper, film, or other media.

    1.3  "Products" include:
         (a) circuit boards, mechanical assemblies, and other physical parts
             and components;
         (b) assembled or partially assembled units (including components
             and subassemblies); and
         (c) parts and components combined into kits intended for assembly
             by others;

    which are based in whole or in part on the Documentation.

    1.4  This Agreement applies to any Documentation which contains a notice stating it is subject to Sunrise Hardware License, and to all Products based in whole or in part on that Documentation. If Documentation is distributed in an archive (such as a "zip" file) which includes this document, all files in that archive are subject to this Agreement unless they are specifically excluded.  Each person who contributes content to the Documentation is referred to in this Agreement as a "Licensor."

    1.5  By (a) using, copying, modifying, or distributing the Documentation, or (b) making or having Products made or distributing them, Customer or End-User accept this Agreement, agrees to comply with its terms, and become a "Licensee."  Any activity inconsistent with this Agreement will automatically terminate Customer or End-User’s rights under it (including the immunities from suit granted in Section 2), but the rights of others who have received Documentation, or have obtained Products, directly or indirectly from Customer or End-User will not be affected so long as they fully comply with it themselves.

    1.6  This Agreement does not apply to software, firmware, or code loaded into programmable devices which may be used in conjunction with Documentation or Products.  Such software is subject to the license terms established by its copyright holder(s).

    2.   Patents
    2.1  Each Licensor grants Customer or End-User, every other Licensee, and every possessor or user of Products a perpetual, worldwide, and royalty-free immunity from suit under any patent, patent application, or other intellectual property right which he or she controls, to the extent necessary to make, have made, possess, use, and distribute Products. This immunity does not extend to infringement arising from modifications subsequently made by others.

    2.2  If Customer or End-User make or have Products made, or distribute Documentation that Customer or End-User have modified, Customer or End-User grant every Licensor, every other Licensee, and every possessor or user of Products a perpetual, worldwide, and royalty-free immunity from suit under any patent, patent application, or other intellectual property right which Customer or End-User controls, to the extent necessary to make, have made, possess, use, and distribute Products. This immunity does not extend to infringement arising from modifications subsequently made by others.

    2.3  To avoid doubt, providing Documentation to a third party for the sole purpose of having that party make Products on Customer or End-User’s behalf is not considered "distribution," and a third party's act of making Products solely on Customer or End-User’s behalf does not cause that party to grant the immunity described in the preceding paragraph.

    2.4  These grants of immunity are a material part of this Agreement, and form a portion of the consideration given by each party to the other.  If any court judgment or legal agreement prevents Customer or End-User from granting the immunity required by this Section, Customer or End-User’s Customer or End-User rights under this Agreement will terminate and Customer or End-User may no longer use, copy, modify or distribute the Documentation, or make, have made, or distribute Products.

    3.   Modifications
    Customer or End-User may modify the Documentation, and those modifications will become part of the Documentation.  They are subject to this Agreement, as are Products based in whole or in part on them.  If Customer or End-User distribute the modified Documentation, or Products based in whole or in part upon it, you must email the modified Documentation in a form compliant with Section 4 to each Licensor who has provided an email address with the Documentation.  Attempting to send the email completes Customer or End-User’s obligations under this Section and Customer or End-User need take no further action if any address fails.

    4.   Distributing Documentation

    4.1  Customer or End-User may distribute unmodified copies of the Documentation in its entirety in any medium, provided that Customer or End-User retain all copyright and other notices (including references to this Agreement) included by each Licensor, and include an unaltered copy of this Agreement.

    4.2  Customer or End-User may distribute modified copies of the Documentation if Customer or End-User complies with all the requirements of the preceding paragraph and:
         (a) include a prominent notice in an ASCII or other open format file identifying
    those elements of the Documentation that Customer or End-User
    changed, and stating that the modifications are licensed under the terms of
    this Agreement;
         (b) include all new documentation files that Customer or End-User creates, as
    well as both the original and modified versions of each file Customer or
    End-User changes (files may be in your development tool's native file
    format, but if reasonably possible, Customer or End-User must also include
    open format, such as ASCII, Postscript, or PDF, versions);
         (c) do not change the terms of this Agreement with respect to
            subsequent licensees; and
         (d) if Customer or End-User makes or has Products made, include in the
    Documentation all elements reasonably required to permit others to make
            Products, including CAD/CAM and other files used for
            manufacture.

    5.   NEW LICENSE VERSIONS
    Sunrise may publish updated versions of this agreement which retain the same general provisions as the present version, but differ in detail to address new problems or concerns, and carry a distinguishing version number.  If the Documentation specifies a version number which applies to it and "any later version", Customer or End-User may choose either that version or any later version published by Sunrise. If the Documentation does not specify a version number, Customer or End-User may choose any version ever published by Sunrise. Sunrise owns the copyright to this agreement, but grants permission to any person to copy, distribute, and use it in unmodified form.

    6.   WARRANTY AND LIABILITY LIMITATIONS

    6.1  THE DOCUMENTATION IS PROVIDED ON AN "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, TO THE EXTENT PERMITTED BY APPLICABLE LAW.  ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, ARE HEREBY EXPRESSLY DISCLAIMED.

    6.2  IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW WILL ANY LICENSOR BE LIABLE TO CUSTOMER OR END-USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE DOCUMENTATION OR PRODUCTS, INCLUDING BUT NOT LIMITED TO CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR LOSS OF DATA, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    6.3  Customer or End-User agrees that the foregoing limitations are reasonable due to the non-financial nature of the transaction represented by this Agreement, and acknowledge that were it not for these limitations, the Licensor(s) would not be willing to make the Documentation available to Customer or End-User.

    6.4  Customer or End-User agrees to defend, indemnify, and hold each Licensor harmless from any claim brought by a third party alleging any defect in the design, manufacture, or operation of any Product which Customer or End-User makes, has made, or distributes pursuant to this Agreement.
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